RMH Holdings

RMH Holdings (formerly RMB Holdings / Rand Merchant Bank Holdings) is a JSE-listed investment holding company that divested its banking interests — including a major stake in FirstRand — in 2020. After that unbundling the company’s only material asset became a 38.5% minority stake in Atterbury Property Holdings (APH), valued at R770 million in March 2025 before a 36% impairment write-down in November 2025 reduced the carrying value to approximately R498 million. The combination of zero dividends from APH, ongoing listed-company costs, and a protracted governance war with Atterbury Property made an orderly exit the board’s stated goal.

In February 2026, AttBid Proprietary Limited — 51% owned by Faan and Dirk van der Walt through WeBuyCars-linked vehicles and 49% by Atterbury Property Fund — launched a mandatory general offer at R0.47 per share, valuing RMH at approximately R655 million. The offer price sits at the floor of independent expert Investec’s fair-value range of R0.47–R0.53. The independent RMH board found the offer “reasonable but not fair” but recommended acceptance, warning explicitly that “protections of minority shareholders could be prejudiced under the new controlling shareholders.”

The AGM held on 5 March 2026 became a flashpoint: ten of twenty resolutions failed — a JSE record — including the non-executive directors’ remuneration resolution, which secured only 12.75% support. Shareholder activist Albie Cilliers, holding approximately 15% of RMH through his BNS Nominees vehicle, filed a TRP complaint against an Atterbury-affiliated director who had made a 16-minute promotional statement during the meeting declaring there would be “no higher offer.” The complaint delayed the release of the offer circular by roughly one month. AttBid and concert parties held 42.59% of RMH by the time the formal offer was announced; upon completion AttBid will hold 71.65% with APF holding 28.35% directly. Last trading day is 26 May 2026; expected closing date is 1 June 2026 followed by JSE delisting.

The governance history runs deep. In 2016, RMH (then RMB Holdings) acquired a 27.5% stake in Atterbury Property and extended a R478 million development loan. In 2023 Atterbury settled that loan via share issuance rather than cash — increasing RMH’s stake to 38.5% but providing zero liquidity. RMH subsequently removed its board representative Brian Roberts from the APH board following “strategic misalignment”; Atterbury CEO Louis van der Watt stated publicly he was “not changing my strategy because they changed theirs.” The 2022 sale of the Atterbury Europe stake at a book loss exceeding R500 million, and the resulting shareholder activist challenge from Chris Logan, set the precedent for the current conflict.

Ontology RMH Holdings [part-of] JSE RMH Holdings [relates] Atterbury Property Holdings AttBid Proprietary Limited [relates] RMH Holdings Albie Cilliers [opposes] AttBid Proprietary Limited RMH Holdings [precedes] FirstRand

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